Current Report Filing (8-k)
April 19 2017 - 4:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 19, 2017
Cadence Bancorporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-38058
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47-1329858
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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2800 Post Oak Boulevard, Suite 3800 Houston, Texas
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77056
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(Address of principal executive offices)
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(Zip Code)
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(713) 871-4000
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introduction
On April 19, 2017, Cadence Bancorporation, a Delaware corporation (the Company) completed its previously announced offering
(the IPO) of 8,625,000 shares of its Class A common stock, par value $0.01 per share (the Class A Common Stock), at a price to the public of $20.00 per share of Class A Common Stock, less underwriting discounts and
commissions, which number of shares includes the sale to the underwriters of an additional 1,125,000 shares of Class A Common Stock pursuant to the option to purchase additional shares of Class A Common Stock granted by the Company to the
underwriters in connection with the IPO. Prior to the IPO, the Company was a wholly owned subsidiary of Cadence Bancorp, LLC, a Delaware limited liability company (Cadence Bancorp). Following the IPO, Cadence Bancorp owns approximately
89.7% of the issued and outstanding shares of Class A Common Stock.
Item 3.03 Material Modification to the Rights of Security Holders
On April 19, 2017, in connection with the IPO, the Company and Cadence Bancorp entered into a registration rights agreement (the
Registration Rights Agreement), a description of which is contained in the Registration Statement under the heading Certain Relationships and Related Party TransactionsRegistration Rights Agreement and is incorporated
by reference herein. The description of the Registration Rights Agreement does not purport to be a complete description of such agreement and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is
attached hereto as Exhibit 4.1 and incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 19, 2017, in connection with the IPO,
the Company entered into separate indemnification agreements (each, an Indemnification Agreement) with each of its directors. Each Indemnification Agreement provides, among other things, for indemnification as provided in the agreement
and otherwise to the fullest extent permitted by the laws of the State of Delaware in effect on the date of the Indemnification Agreement and pursuant to the terms of the Second Amended and Restated Certificate of Incorporation of the Company and
the Amended and Restated By-Laws of the Company against judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements. The Indemnification Agreements provide for the advancement
or payment of expenses to the indemnitee and for reimbursement to the Company if it is found that such indemnitee is not entitled to such indemnification.
The description of the Indemnification Agreements does not purport to be a complete description of such agreements and is qualified in its
entirety by reference to the full text of the form of Indemnification Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
*****
Item 9.01. Financial Statements
and Exhibits
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Exhibit No.
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Description
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4.1
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Registration Rights Agreement, dated as of April 19, 2017, by and between Cadence Bancorporation and Cadence Bancorp, LLC.
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10.1
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Form of Indemnification Agreement (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1 of Cadence Bancorporation (Registration No. 333-216809), initially filed with the Securities and Exchange
Commission on March 17, 2017 and declared effective on April 12, 2017).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Cadence Bancorporation
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Date: April 19, 2017
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By:
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/s/ Jerry W. Powell
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Name:
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Jerry W. Powell
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Title:
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Executive Vice President and General Counsel
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EXHIBIT INDEX
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Exhibit No.
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Description
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4.1
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Registration Rights Agreement, dated as of April 19, 2017, by and between Cadence Bancorporation and Cadence Bancorp, LLC.
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10.1
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Form of Indemnification Agreement (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1 of Cadence Bancorporation (Registration No. 333-216809), initially filed with the Securities and Exchange
Commission on March 17, 2017 and declared effective on April 12, 2017).
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